CHG1 on MCA PORTAL and CA certificate u/s. 281 of IT Act

In 2021,EGM adopted resolution u/s.180(1)(c) of CA Act 2013. Now in 2025, we are reducing borrowing limit. Still bank asks for a new resolution as well as CA Certificate U/s.281 of IT Act[ which IT Dept should issue, CA has no authority  to issue such Certificate.  It is outside their realms per ICAI. 

KINDLY GUIDE 

Replies (2)

The bank may be reinsuring itself. But indeed, under ICAI, CA is not authorized to issue such a form. It makes sense to seek clarification from the tax office itself

If the 2021 EGM resolution under Section 180(1)(c) remains in force and authorises borrowings up to a limit higher than the proposed borrowing, a reduction in the borrowing limit ordinarily does not itself require a fresh shareholder resolution. Check the resolution’s wording, any expiry or conditions, the articles, and whether the bank requires a specific revised authorisation; the company may need a fresh board resolution or other documents under its internal approvals and the bank’s requirements. A new shareholder resolution is not automatically required merely because the company is lowering its limit.

Section 281 of the Income-tax Act concerns certain transfers of assets during pending tax proceedings or within the specified period after proceedings conclude; it is not a general certificate that the Income-tax Department must issue for a bank loan. A CA should not certify facts or legal conclusions outside the scope of the applicable law and professional guidance. Ask the bank to identify the precise statutory basis and prescribed form for its requested “Section 281 certificate”; if it seeks a tax-department clearance or confirmation, the applicable provision and procedure must first be established. The company’s tax proceedings and proposed transaction details are relevant.

For borrowing approvals and lender documentation, clear mapping of the Companies Act resolution to the bank’s checklist can prevent unnecessary rework. Manual review of minutes, limits and certificates is difficult, and automation reduces repetitive work while professional judgment remains in control. At Jir AI we provide 2,000+ AI agents and 650+ integrations to streamline your practice’s day-to-day workload. For help fitting AI into your corporate and tax workflows, message us on WhatsApp: https://wa.me/message/3HVOZ7HIY4ESC1

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